Phreesia, Inc.
For the period ended Jul 31, 2025. Filed Sep 5, 2025.
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Jul 31, 2025 · Filed Sep 5, 2025
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Item 5. Other Information
On June 24, 2025, Balaji Gandhi, our Chief Financial Officer, adopted a trading arrangement for the sale of our common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Mr. Gandhi’s Rule 10b5-1 Trading Plan, which expires on September 30, 2026, provides for the sale of (i) up to 36,069 shares of our common stock, net of the number of shares sold to cover Mr. Gandhi’s taxes (ii) an additional number of shares receivable upon the vesting of certain equity awards that may be granted pursuant to Mr. Gandhi’s first half of fiscal year 2026 bonus, full fiscal year 2026 bonus, and first half of fiscal 2027 bonus, net of any shares sold in non-discretionary transactions pursuant to our mandatory sell-to-cover policy to cover Mr. Gandhi’s tax withholding obligations in connection with the vesting and settlement of RSUs and (iii) 100% of his vested 2023 PSUs, net of the number of shares sold to cover Mr. Gandhi’s taxes.
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